UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-Q



(Mark One)

þ

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended September 20, 2008

OR

 ̈

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to____________



Commission File Number 1-32439

CUISINE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)



|                                                                |                                      
|--------------------------------------------------------------- | -------------------------------------
|DELAWARE                                                        | 52-0948383                           
|(State of other jurisdiction 
of incorporation or organization) | (IRS Employer 
Identification Number)
|                                                                |                                      



85 S. Bragg Street, Suite 600, Alexandria, VA 22312

(Address of principal executive offices) (Zip Code)

(Registrant's telephone number, including area code) (703) 270-2900

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934, during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No  ̈



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.



|                        |   |  |  |                           |   | 
|----------------------- | - |  |  | ------------------------- | - | 
|Large accelerated filer |  ̈ |  |  | Accelerated filer         |  ̈ | 
|Non-accelerated filer   |  ̈ |  |  | Smaller reporting company | þ | 



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈ No þ



Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

The Company had outstanding 17,554,149 shares of common stock, par value $0.01 per share at October 31, 2008.









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TABLE OF CONTENTS



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Page                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|PART I                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Item 1.        Financial Statements (unaudited)
1
CondensedConsolidated Balance Sheets at September 20, 2008 and June 28, 2008
1
CondensedConsolidated Statements of Income for the Twelve Weeks Ended 
September 20, 2008 and September 22, 2007
2
CondensedConsolidated Statements of Cash Flows for the Twelve Weeks Ended 
September 20, 2008 and September 22, 2007
3
Notes To Unaudited Condensed Consolidated Financial Statements
4
Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations
6
Item 4.        Controls and Procedures
9
PART II
Item 1.        Legal Proceedings.
10
Item 1A.   Risk Factors.
10
Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds
10
Item 3.        Defaults Upon Senior Securities
10
Item 4.        Submission of Matters to a Vote of Security Holders
10
Item 5.        Other Information
10
Item 6.        Exhibits
10
SIGNATURES
11







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CUISINE SOLUTIONS, INC.

PART I:  FINANCIAL INFORMATION

Item 1.

Financial Statements (unaudited)



CUISINE SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                                                                                                                                             |  |                    |            |   |               |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ------------- | - | ---------- | -
|                                                                                                                                                                             |  | September 20,
2008 |            |   | June 28,
2008 |  
|                                                                                                                                                                             |  |                    |            |  
|ASSETS                                                                                                                                                                       |  |                    |            |   |               |   |            |  
|Current assets                                                                                                                                                               |  |                    |            |   |               |   |            |  
|Cash and cash equivalents                                                                                                                                                    |  | $                  | 1,155,000  |   |               | $ | 1,016,000  |  
|Trade accounts receivable, net                                                                                                                                               |  |                    | 7,345,000  |   |               |   | 8,264,000  |  
|Inventory, net                                                                                                                                                               |  |                    | 12,012,000 |   |               |   | 11,322,000 |  
|Prepaid expenses                                                                                                                                                             |  |                    | 606,000    |   |               |   | 482,000    |  
|Deferred tax assets                                                                                                                                                          |  |                    | 547,000    |   |               |   | 801,000    |  
|Other current assets                                                                                                                                                         |  |                    | 388,000    |   |               |   | 458,000    |  
|TOTAL CURRENT ASSETS                                                                                                                                                         |  |                    | 22,053,000 |   |               |   | 22,343,000 |  
|Fixed assets, net                                                                                                                                                            |  |                    | 13,323,000 |   |               |   | 14,012,000 |  
|Deferred tax assets, net                                                                                                                                                     |  |                    | 5,065,000  |   |               |   | 5,002,000  |  
|Investments, non-current                                                                                                                                                     |  |                    | 375,000    |   |               |   | 375,000    |  
|Restricted cash                                                                                                                                                              |  |                    | 146,000    |   |               |   | 130,000    |  
|Other assets                                                                                                                                                                 |  |                    | 72,000     |   |               |   | 86,000     |  
|TOTAL ASSETS                                                                                                                                                                 |  | $                  | 41,034,000 |   |               | $ | 41,948,000 |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                         |  |                    |            |   |               |   |            |  
|Current liabilities                                                                                                                                                          |  |                    |            |   |               |   |            |  
|Accounts payable and accrued expenses                                                                                                                                        |  | $                  | 7,876,000  |   |               | $ | 6,357,000  |  
|Line-of-credit                                                                                                                                                               |  |                    |           |   |               |   | 1,049,000  |  
|Accrued payroll and related liabilities                                                                                                                                      |  |                    | 1,741,000  |   |               |   | 2,389,000  |  
|Current portion of long-term debt                                                                                                                                            |  |                    | 975,000    |   |               |   | 906,000    |  
|TOTAL CURRENT LIABILITIES                                                                                                                                                    |  |                    | 10,592,000 |   |               |   | 10,701,000 |  
|Long-term debt, less current portion                                                                                                                                         |  |                    | 4,959,000  |   |               |   | 5,689,000  |  
|Asset retirement obligation                                                                                                                                                  |  |                    | 601,000    |   |               |   | 601,000    |  
|Deferred rent                                                                                                                                                                |  |                    | 175,000    |   |               |   | 170,000    |  
|TOTAL LIABILITIES                                                                                                                                                            |  |                    | 16,327,000 |   |               |   | 17,161,000 |  
|Minority interest                                                                                                                                                            |  |                    | 73,000     |   |               |   |           |  
|STOCKHOLDERS EQUITY                                                                                                                                                         |  |                    |            |   |               |   |            |  
|Preferred Stock - $0.01 par value, 2,000,000 shares authorized, none issued                                                                                                  |  |                    |            |   |               |   |            |  
|Common Stock - $0.01 par value, 38,000,000 shares authorized, 17,549,194 and 17,449,194 shares issued and outstanding at September 20, 2008 and June 28, 2008, respectively. |  |                    | 175,000    |   |               |   | 174,000    |  
|Additional paid-in capital                                                                                                                                                   |  |                    | 29,229,000 |   |               |   | 28,946,000 |  
|Accumulated deficit                                                                                                                                                          |  |                    | (6,223,000 | ) |               |   | (6,358,000 | )
|Accumulated other comprehensive income:                                                                                                                                      |  |                    |            |   |               |   |            |  
|Cumulative translation adjustment                                                                                                                                            |  |                    | 1,453,000  |   |               |   | 2,025,000  |  
|TOTAL STOCKHOLDERS' EQUITY                                                                                                                                                   |  |                    | 24,634,000 |   |               |   | 24,787,000 |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                   |  | $                  | 41,034,000 |   |               | $ | 41,948,000 |  



See accompanying notes to condensed consolidated financial statements.



1





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CUISINE SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



|                                                     |  |                    |            |   |                    |   |            |  
|---------------------------------------------------- |  | ------------------ | ---------- | - | ------------------ | - | ---------- | -
|                                                     |  | Twelve Weeks Ended |           
|                                                     |  | September 20,
2008 |            |   | September 22,
2007 |  
|                                                     |  |                    |            |  
|Revenue                                              |  |                    |            |   |                    |   |            |  
|Products sales, net                                  |  | $                  | 18,273,000 |   |                    | $ | 17,480,000 |  
|Service revenue                                      |  |                    | 88,000     |   |                    |   |           |  
|Total revenue                                        |  |                    | 18,361,000 |   |                    |   | 17,480,000 |  
|Cost of revenue                                      |  |                    |            |   |                    |   |            |  
|Products                                             |  |                    | 14,299,000 |   |                    |   | 13,933,000 |  
|Service                                              |  |                    | 101,000    |   |                    |   |           |  
|Total cost of revenue                                |  |                    | 14,400,000 |   |                    |   | 13,933,000 |  
|Gross margin                                         |  |                    | 3,961,000  |   |                    |   | 3,547,000  |  
|                                                     |  |                    |            |   |                    |   |            |  
|Research and development                             |  |                    | 224,000    |   |                    |   | 236,000    |  
|Selling and marketing                                |  |                    | 1,673,000  |   |                    |   | 1,535,000  |  
|General and administrative                           |  |                    | 1,750,000  |   |                    |   | 1,700,000  |  
|Income before non-operating expense and income taxes |  |                    | 314,000    |   |                    |   | 76,000     |  
|                                                     |  |                    |            |   |                    |   |            |  
|Non-operating income (expense)                       |  |                    |            |   |                    |   |            |  
|Interest expense                                     |  |                    | (75,000    | ) |                    |   | (81,000    | )
|Other (expense) income, net                          |  |                    | (14,000    | ) |                    |   | 16,000     |  
|Total non-operating expense                          |  |                    | (89,000    | ) |                    |   | (65,000    | )
|                                                     |  |                    |            |   |                    |   |            |  
|Income before income taxes                           |  |                    | 225,000    |   |                    |   | 11,000     |  
|Provision for income tax expense                     |  |                    | (90,000    | ) |                    |   | (4,000     | )
|                                                     |  |                    |            |   |                    |   |            |  
|NET INCOME                                           |  | $                  | 135,000    |   |                    | $ | 7,000      |  
|                                                     |  |                    |            |   |                    |   |            |  
|Net income per common share                          |  |                    |            |   |                    |   |            |  
|Basic                                                |  | $                  | 0.01       |   |                    | $ | 0.00       |  
|Diluted                                              |  | $                  | 0.01       |   |                    | $ | 0.00       |  
|                                                     |  |                    |            |   |                    |   |            |  
|Weighted average shares outstanding-basic            |  |                    | 17,497,387 |   |                    |   | 16,663,780 |  
|Common stock equivalents                             |  |                    | 701,185    |   |                    |   | 1,769,350  |  
|Weighted average shares outstanding-diluted          |  |                    | 18,198,572 |   |                    |   | 18,433,130 |  



See accompanying notes to condensed consolidated financial statements.



2





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CUISINE SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                            |  |                                 |             |   |                    |   |            |  
|------------------------------------------------------------------------------------------- |  | ------------------------------- | ----------- | - | ------------------ | - | ---------- | -
|                                                                                            |  | Year to date
Twelve weeks ended |            
|                                                                                            |  | September 20,
2008              |             |   | September 22,
2007 |  
|                                                                                            |  |                                 |             |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                        |  |                                 |             |   |                    |   |            |  
|Net income                                                                                  |  | $                               | 135,000     |   |                    | $ | 7,000      |  
|                                                                                            |  |                                 |             |   |                    |   |            |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                                 |             |   |                    |   |            |  
|Depreciation and amortization                                                               |  |                                 | 551,000     |   |                    |   | 404,000    |  
|Allowance for doubtful accounts                                                             |  |                                 | 14,000      |   |                    |   | 14,000     |  
|Inventory obsolescence reserve                                                              |  |                                 | 234,000     |   |                    |   | 130,000    |  
|Change in deferred tax assets                                                               |  |                                 | 191,000     |   |                    |   | 3,000      |  
|Stock-based compensation                                                                    |  |                                 | 80,000      |   |                    |   | 31,000     |  
|Changes in assets and liabilities, net of effects of non-cash transactions:                 |  |                                 |             |   |                    |   |            |  
|Decrease (increase) in accounts receivable                                                  |  |                                 | 846,000     |   |                    |   | (2,634,000 | )
|(Increase) decrease in inventory                                                            |  |                                 | (1,369,000  | ) |                    |   | 384,000    |  
|Increase in prepaid expenses                                                                |  |                                 | (135,000    | ) |                    |   | (79,000    | )
|Increase in accounts receivable, related parties                                            |  |                                 | (124,000    | ) |                    |   | (10,000    | )
|Decrease in other assets                                                                    |  |                                 | 48,000      |   |                    |   | 101,000    |  
|Increase in accounts payable and accrued expenses                                           |  |                                 | 1,827,000   |   |                    |   | 923,000    |  
|Decrease in accrued payroll and related liabilities                                         |  |                                 | (658,000    | ) |                    |   | (393,000   | )
|Increase in deferred rent                                                                   |  |                                 | 5,000       |   |                    |   |           |  
|Net cash provided by (used in) operating activities                                         |  |                                 | 1,645,000   |   |                    |   | (1,119,000 | )
|                                                                                            |  |                                 |             |   |                    |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                        |  |                                 |             |   |                    |   |            |  
|Increase in restricted cash                                                                 |  |                                 | (16,000     | ) |                    |   | (16,000    | )
|Cash balance from acquisition (Note 3)                                                      |  |                                 | 268,000     |   |                    |   |           |  
|Capital expenditures                                                                        |  |                                 | (388,000    | ) |                    |   | (902,000   | )
|Net cash used in investing activities                                                       |  |                                 | (136,000    | ) |                    |   | (918,000   | )
|                                                                                            |  |                                 |             |   |                    |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                        |  |                                 |             |   |                    |   |            |  
|Payments on debt                                                                            |  |                                 | (278,000    | ) |                    |   | (174,000   | )
|Proceeds from debt                                                                          |  |                                 | 45,000      |   |                    |   |           |  
|Net (repayment) borrowing on line-of-credit                                                 |  |                                 | (1,008,000  | ) |                    |   | 2,038,000  |  
|Proceeds from stock issuance                                                                |  |                                 |            |   |                    |   | 14,000     |  
|Net cash (used in) provided by financing activities                                         |  |                                 | (1,241,000) |   |                    |   | 1,878,000  |  
|                                                                                            |  |                                 |             |   |                    |   |            |  
|Net increase (decrease) in cash and cash equivalents                                        |  |                                 | 268,000     |   |                    |   | (159,000   | )
|Change in cumulative translation adjustment                                                 |  |                                 | (129,000    | ) |                    |   | 3,000      |  
|Cash and cash equivalents, beginning of period                                              |  |                                 | 1,016,000   |   |                    |   | 546,000    |  
|CASH and CASH EQUIVALENTS, END OF PERIOD                                                    |  | $                               | 1,155,000   |   |                    | $ | 390,000    |  



See accompanying notes to condensed consolidated financial statements.



3





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Cuisine Solutions, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 20, 2008

NOTE 1  DESCRIPTION OF OPERATIONS

The Company produces and markets premium, fully cooked, frozen and prepared foods to a variety of channels and geographic regions. The Company has manufacturing facilities in the U.S.A. and France and its products are sold primarily to the U.S.A. and European Union business customers in the Foodservice, On Board Services, Retail, Military and National Restaurant Chains channels. The Company also provides training classes in sous-vide techniques and other related food handling and safety issues.

NOTE 2  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements included herein have been prepared by the Company in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the SEC) for reporting on Form 10-Q. Accordingly, certain information and footnote disclosures required for complete consolidated financial statements are not included herein. It is recommended that these unaudited condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and related notes as reported in the Companys 2008 Annual Report on Form 10-K as filed with the SEC on September 17, 2008.

In managements opinion, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the unaudited condensed financial position, results of operations, and cash flow at the dates and for the periods presented have been included. The condensed consolidated balance sheet presented at June 28, 2008 has been derived from the financial statements that have been audited by the Companys independent registered public accounting firm. The results of operations for the twelve week period ended September 20, 2008 may not be indicative of the results that may be expected for the fiscal year ended June 27, 2009, or any other period within the fiscal year 2009.

NOTE 3  ACQUISITION OF AGROREST/CREA

During the first quarter of fiscal year 2009, the Company issued 100,000 shares of its common stock to Food Research Corporation (FRC) in exchange for all of the outstanding capital stock of SAS Agrorest, a private company in France, whose sole asset is an 84 %interest in the outstanding shares of capital stock of SAS Centre de recherche et detudes pour lalimentation (CREA). The acquisition was accounted for using the purchase method in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations (SFAS 141). Accordingly, the Company recorded the net assets acquired at their estimated fair values. The consolidated net assets of Agrorest, net of the minority interest in CREA, were valued at $204,000. A summary of the fair value of assets acquired and liabilities assumed in the acquisition is as follows:



|                                        |  |             |  |              
|--------------------------------------- |  | ----------- |  | -------------
|                                        |  | Amount in € |  | Amount in US$
|Assets                                  |  |             |  |              
|Cash                                    |  | 187,000     |  | 268,000      
|Accounts receivable                     |  | 192,000     |  | 275,000      
|Fixed assets, net                       |  | 28,000      |  | 40,000       
|                                        |  | 407,000     |  | 583,000      
|Liabilities                             |  |             |  |              
|Accounts payable                        |  | 95,000      |  | 137,000      
|Accrued payroll and related liabilities |  | 77,000      |  | 110,000      
|Other liabilities                       |  | 5,000       |  | 7,000        
|Undisclosed liabilities                 |  | 36,000      |  | 52,000       
|Minority interest                       |  | 51,000      |  | 73,000       
|                                        |  | 264,000     |  | 379,000      
|Net assets acquired                     |  | 143,000     |  | 204,000      





4





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Pro forma financial information, as if the acquisition had been completed as of the beginning of the twelve weeks ended September 22, 2007, has not been presented because the acquisition was not deemed to be a material business combination in accordance with SFAS 141.

NOTE 4  TRADE ACCOUNTS RECEIVABLE, NET

Trade accounts receivable consisted of:

|                                |  |                    |           |   |               |   |           |  
|------------------------------- |  | ------------------ | --------- | - | ------------- | - | --------- | -
|                                |  | September 20,
2008 |           |   | June 28,
2008 |  
|Trade accounts receivable       |  | $                  | 7,756,000 |   |               | $ | 8,677,000 |  
|Allowance for doubtful accounts |  |                    | (411,000  | ) |               |   | (413,000  | )
|Trade accounts receivable, net  |  | $                  | 7,345,000 |   |               | $ | 8,264,000 |  



NOTE 5  INVENTORY, NET

Inventory consisted of the following:

|                                      |  |                    |            |   |               |   |            |  
|------------------------------------- |  | ------------------ | ---------- | - | ------------- | - | ---------- | -
|                                      |  | September 20,
2008 |            |   | June 28,
2008 |  
|Raw material                          |  | $                  | 4,901,000  |   |               | $ | 4,018,000  |  
|Frozen product & other finished goods |  |                    | 6,740,000  |   |               |   | 6,741,000  |  
|Packaging                             |  |                    | 1,079,000  |   |               |   | 1,032,000  |  
|                                      |  |                    | 12,720,000 |   |               |   | 11,791,000 |  
|Less obsolescence reserve             |  |                    | (708,000   | ) |               |   | (469,000   | )
|Inventory, net                        |  | $                  | 12,012,000 |   |               | $ | 11,322,000 |  



NOTE 6  SHARE-BASED COMPENSATION

The Company allocated share-based compensation expense under Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS 123(R)) in the condensed consolidated statements of income as follows:

|                                                   |  |                    |        |  |                    |   |        | 
|-------------------------------------------------- |  | ------------------ | ------ |  | ------------------ | - | ------ | 
|                                                   |  | September 20,
2008 |        |  | September 22,
2007 |  
|General and administrative                         |  | $                  | 80,000 |  |                    | $ | 31,000 | 
|Income tax benefit                                 |  |                    | 32,000 |  |                    |   | 12,000 | 
|Total share-based compensation, net of tax benefit |  | $                  | 48,000 |  |                    | $ | 19,000 | 



SFAS 123(R) requires forfeitures to be estimated at the time of grant and adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The forfeiture rate is based on the historical experience of the Company. Share-based compensation expense is recognized on a straight line basis, net of an estimated forfeiture rate, for only those shares expected to vest over the requisite service period of the award, which is generally the option vesting term of five years.

For the fiscal period ended September 20, 2008 and September 22, 2007, the Company granted a total of 900,000 and 0 restricted stock units at a weighted average fair value of $2.15 and $0, respectively.

At September 20, 2008, $1,954,000 of total unrecognized share-based compensation cost is expected to be recognized over a weighted-average period of approximately 5 years.





5





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Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

All statements contained herein, other than historical facts, may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements may relate to, among other things, future events or our future performance or financial condition. In some cases, you can identify forward-looking statements by terminology such as may, might, believe, will, provided, anticipate, future, could, growth, plan, intend, expect, should, would, if, seek, possible, potential, likely or the negative of such terms or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others: (1) a significant change of the Companys relationship with its customers in channels where concentration of sales to a certain number of customers exists; (2) the impact on the Companys profitability from the fluctuations in the availability and cost of raw materials; (3) the impact on the Companys reported earnings from fluctuations in currency exchange rates, particularly the Euro; and (4) those factors listed under the caption risk factors of the Annual Report on Form 10-K for the fiscal year ended June 28, 2008 as filed with the Securities and Exchange Commission on September 17, 2008. We caution readers not to place undue reliance on any such forward-looking statements, which are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Form 10-Q.

The following analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report.

BUSINESS OVERVIEW

We produce and market premium, fully cooked, frozen and prepared foods to a variety of channels and geographic regions. We believe that we are recognized in the market place as having the highest quality frozen food product line in the world.  Our motto is: exceptional food - ultimate convenience.

Cuisine Solutions currently distributes products through the following sales channels:

·

On Board Services: Airlines, railroad and cruise lines.

·

Foodservice: Hotel banquets, convention centers, sport stadiums and other special events such as the Olympics.

·

Retail: Supermarket in-store deli and premium frozen packaged foods.

·

Military: Naval carriers, Army field feeding, and military dining halls and clubs.

·

National Restaurant Chains: Casual dining multi-unit restaurants.

We also generate services revenue from our training and food safety education classes.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

Our accounting policies, which are in compliance with U.S. GAAP, require us to apply methodologies, estimates and judgments that have a significant impact on the results we report in our financial statements. In our 2008 Annual Report on Form 10-K, we have discussed those material policies that we believe are critical and require the use of complex judgment in their application. There have been no material changes to the policies during the fiscal quarter ended September 20, 2008.



6





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RESULTS OF OPERATIONS

Comparison of the twelve weeks ended September 20, 2008 to the twelve weeks ended September 22, 2007

NET PRODUCT SALES

|                     |  |                     |            |                     |   |            |  |       
|-------------------- |  | ------------------- | ---------- | ------------------- | - | ---------- |  | ------
|By Geographic Region |  | September 20, 
2008 |            | September 22, 
2007 |   | %
change  
|USA Sales            |  | $                   | 10,818,000 |                     | $ | 11,599,000 |  | -6.7% 
|Europe Sales         |  |                     | 6,145,000  |                     |   | 5,833,000  |  | 5.3%  
|Rest of World Sales  |  |                     | 1,310,000  |                     |   | 48,000     |  | 262.9%
|Net Product Sales    |  | $                   | 18,273,000 |                     | $ | 17,480,000 |  | 4.5%  



|                          |  |                     |            |                     |   |            |  |      
|------------------------- |  | ------------------- | ---------- | ------------------- | - | ---------- |  | -----
|By Channel                |  | September 20, 
2008 |            | September 22, 
2007 |   | %
change  
|On Board Services         |  | $                   | 5,174,000  |                     | $ | 5,611,000  |  | -7.8%
|Food Service              |  |                     | 2,887,000  |                     |   | 2,628,000  |  | 9.8% 
|Retail                    |  |                     | 3,269,000  |                     |   | 3,843,000  |  | 14.9%
|Military                  |  |                     | 5,627,000  |                     |   | 3,932,000  |  | 43.1%
|National Restaurant Chain |  |                     | 1,316,000  |                     |   | 1,466,000  |  | 10.2%
|Net Product Sales         |  | $                   | 18,273,000 |                     | $ | 17,480,000 |  | 4.5% 



Net product sales of $18,273,000 for the first quarter of fiscal year 2009 increased $793,000, or 4.5%, over the first quarter of fiscal year 2008 net product sales of $17,480,000. We do not have any defined segments since all of our products are similarly produced despite the sales channel or area of distribution. For the first quarter of fiscal year 2009 we had gains in Food Service and Military channels, reflecting strong re-ordering from our current Food Service customers as well as a new military distributor located overseas who also impacted rest of world sales. While we consider channel information helpful to the reader we cannot forecast any particular trends for our sales as a result of such information. Our sales development cycle can run over one year in certain markets before recognizing a sale.

Service revenue from training and education classes was $88,000 for the first quarter of fiscal 2009, this is a new area of growth with no prior year comparison.

GROSS MARGIN

The gross margin increased during the first quarter of fiscal year 2009 to 21.6%, compared to 20.3% in the prior year. However margins from product sales improved to 21.7% from prior year margin of 20.3%. This product sales margin increase was primarily attributable to improvements in France where we have been working to implement more effective purchasing and production improvements. We expect service margins to improve as the year progresses with normal demand.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses decreased in the first quarter of fiscal year 2009 to $224,000 from the first quarter of fiscal year 2008 of $236,000, a 5.1% decrease.  Most of the research and development costs are incurred well before an actual sale and the cycle can last over one year in certain markets. The expense decrease is primarily related to decreased salaries of $25,000, offset by increased consulting fees of $21,000.

SELLING AND MARKETING EXPENSES

Our sales and marketing teams are focused on customers primarily in the USA and Europe. Expenses for the first quarter of fiscal year 2009 increased $138,000 to $1,673,000, or 9.0%, over the first quarter of fiscal year 2008 expense of $1,535,000 (selling and marketing expenses represented 9.1% and 8.8% of revenue for the first quarters of fiscal years 2009 and 2008, respectively). This increase was primarily related to increased distribution costs of $99,000 and increased salaries of $16,000.



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GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the first quarter of fiscal year 2009 increased $50,000 to $1,750,000, or 2.9%, over the first quarter of prior fiscal year 2008 expenses of $1,700,000 (general and administrative expenses represented 9.5% and 9.7% of revenue for the first quarters of fiscal years 2009 and 2008, respectively). This increase was primarily due to increased equity compensation costs on recently issued restricted stock units of $66,000, increased costs for the new ERP system of $50,000, partially offset by decreased travel costs of $58,000.

NON-OPERATING EXPENSE

Non-operating expense increased to $89,000 in the first quarter of fiscal year 2009 from $65,000 in first quarter of fiscal year 2008, due primarily other expense increase of $30,000, partially offset by decreased interest expense of $6,000 related to lower borrowings.

INCOME BEFORE INCOME TAXES

Income before income taxes in the first quarter of fiscal year 2009 of $225,000 increased substantially from the first quarter fiscal year 2008 of $11,000, or 1,945.4%. This increase was primarily related to higher gross margin percentages principally from better purchasing and production in France resulting in approximately a $239,000 increase in margins, which was partially offset by higher selling and marketing and general and administrative expenses.

INCOME TAXES

We recorded a provision for income tax expense of $90,000 and $4,000 for the first quarter of fiscal years 2009 and 2008, respectively. Our effective income tax rate for the first quarter of fiscal year 2009 was computed to be 40% as compared to 38% for the first quarter of fiscal year 2008.

NET INCOME

Net income increased $128,000 to $135,000 for the first quarter of fiscal year 2009 from $7,000 in first quarter of fiscal year 2008. The primary reason for the increase was improved gross margins.

LIQUIDITY AND CAPITAL RESOURCES

Selected financial ratios at the end of the first quarters of fiscal years 2009 and 2008 were as follows:

|                          |  |                    |   |                    |  
|------------------------- |  | ------------------ | - | ------------------ | -
|                          |  | September 20,
2008 |   | September 22,
2007 |  
|                          |  |                    |  
|Liquidity Ratios          |  |                    |   |                    |  
|Current ratio             |  | 2.1                |   | 1.8                |  
|Receivables turnover      |  | 9.2                |   | 9.6                |  
|Days sales in receivables |  | 33.6               |   | 41.4               |  
|Inventory turnover        |  | 4.3                |   | 4.4                |  
|Days sales in inventory   |  | 70.1               |   | 89.1               |  
|Leverage Ratio            |  |                    |   |                    |  
|Long-term debt to equity  |  | 24.1               | % | 25.3               | %
|Operating Ratios          |  |                    |   |                    |  
|Return on investment      |  | 0.5                | % | 0                  | %
|Return on assets          |  | 0.3                | % | 0                  | %



Cash, cash equivalents, and short-term marketable securities were $1,155,000 at the end of the first quarter of fiscal year 2009 compared to $390,000 at the end of the first quarter of fiscal year 2008.

During the first quarter of fiscal year 2009, net cash provided by operating activities was $1,645,000, compared to cash used of $1,119,000 in the first quarter of fiscal year 2008. The increase in cash provided by operating activities was primarily due to changes in working capital items: decreases in accounts receivable of $846,000 and increases in accounts payable and payroll of $1,169,000 were partially offset by increases in inventory of $1,369,000. Improved first quarter income before tax of $225,000 also contributed $214,000 to cash from operations.



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Net cash used in investing activities was $136,000 in the first quarter of fiscal year 2009, compared to $918,000 in the first quarter of fiscal year 2008. The decrease was due primarily to reduced capital expenditures from delays in our new office construction and gain in cash from an acquisition of $268,000. Projected capital expenditures for fiscal year 2009 are estimated to be between $4,000,000 and $6,000,000.

Net cash used in financing activities was $1,241,000 in the first quarter of fiscal year 2009, compared to cash provided of $1,878,000 in the first quarter of fiscal year 2008 due to reduced borrowings from repayment of line-of-credit.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management evaluated, with the participation of our principal executive officer and our principal financial officer, the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that evaluation, the principal executive officer and principal financial officer concluded that the Companys disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, are effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission.

Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all errors and fraud. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by managements override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company's internal control over financial reporting that occurred during the quarter ended September 20, 2008 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.



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CUISINE SOLUTIONS, INC.

PART II: OTHER INFORMATION

Item 1.

Legal Proceedings.

Neither we, nor our subsidiaries are currently subject to any material legal proceeding, nor, to our knowledge, is any material legal proceeding threatened against us or our subsidiaries.

Item 1A.

Risk Factors.

There have been no material changes from our risk factors as previously reported in our Annual Report on Form 10-K for the fiscal year ended June 28, 2008 as filed with the SEC on September 17, 2008.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The registrant issued 100,000 shares of common stock to FRC in exchange for all of the outstanding capital stock of SAS Agrorest, whose sole asset is an 84% interest in the outstanding shares of capital stock of CREA. We issued the shares pursuant to a claim of exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(2) thereunder for issuances of securities not involving a public offering. The independent members of our board of directors approved this transaction.

Item 3.

Defaults Upon Senior Securities

Not applicable.

Item 4.

Submission of Matters to a Vote of Security Holders

Not applicable.



Item 5.

Other Information

Not applicable.



Item 6.

Exhibits

See the exhibit index.



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|                        |                         |                                       
|----------------------- | ----------------------- | --------------------------------------
|                        | CUISINE SOLUTIONS, INC.
|                        |                         | (registrant)                          
|                        |                         |                                       
|Date:  November 3, 2008 | By:                     | /s/ RONALD ZILKOWSKI                  
|                        |                         | Ronald Zilkowski                      
|                        |                         | Chief Financial Officer, Treasurer and
|                        |                         | Corporate Secretary                   
|                        |                         | (Principal Financial Officer and      
|                        |                         | Principal Accounting Officer)         



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Exhibit Index

Exhibit

Number

Description

3.1

Second Amended and restated Certificate of Incorporation incorporated by reference to Exhibit 3.1 of the Registrants Current Report on form 8-K filed on October 31, 2007.

3.2

Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 of the Registrants Current Report on form 8-K filed on February 14, 2008.

31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.